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Consent Decree
I. Introduction
1. This Consent Decree is entered into by the Enforcement
Bureau of the Federal Communications Commission ("Bureau") and
Consolidated Edison Company of New York, Inc. (``Con
Edison'').
II. Background
2. Con Edison is engaged in the business of producing,
transmitting, and/or distributing electricity and natural gas
to more than 4,000,000 customers in New York City and
Westchester County (New York). Con Edison also produces and
distributes steam to nearly 2,000 customers in Manhattan. In
connection with these activities, Con Edison currently is the
licensee of 93 Land Mobile Radio authorizations and 50
Microwave authorizations. Con Edison uses these authorizations
for a communications system to safely and efficiently
coordinate the control, monitoring, and repair of its
generation, transmission, and distribution facilities,
including communications with work crews responding to service
requests, power outages, and related troubles.
3. On January 1, 1998, Con Edison created a holding company
structure to provide the financial and regulatory flexibility
needed to engage effectively in competitive business
opportunities arising from the deregulation of the electric
industry while continuing to operate its regulated gas and
steam businesses. This was accomplished by Con Edison forming
a wholly owned subsidiary known as Consolidated Edison, Inc.
(``CEI''). On January 1, 1998, all outstanding shares of Con
Edison common stock were exchanged under New York law
automatically on a share-for-share basis for an equal number
of CEI common stock. Each common stock shareholder of Con
Edison became a shareholder of CEI with the same number of
shares and the same percentage interest in CEI. In turn, CEI,
the new holding company, owned all the outstanding common
stock of Con Edison. The formation of the holding company did
not bring about any change in the management of Con Edison.
The members of the Board of Trustees (legal equivalent of
directors) of Con Edison became the members of the Board of
Directors of CEI. All of the officers of CEI are also
officers of Con Edison.
4. The corporate restructuring that took place in January 1998
effectuated a pro forma transfer of control of Con Edison's
143 Land Mobile and Microwave licenses. Section 310(d) of the
Communications Act of 1934, as amended, 47 U.S.C. § 310(d),
requires prior Commission consent to the transfer of control
of Commission licenses. Con Edison, however, did not file
applications for Commission consent to the transfers of
control of its licenses until April 1999. The applications
were subsequently granted in the ordinary course.
III. Definitions
5. For the purposes of this Consent Decree, the following
definitions shall apply:
(a) "Commission" means the Federal Communications Commission.
(b) "Bureau" means the Commission's Enforcement Bureau.
(c) "Con Edison'' means Consolidated Edison Company of New York,
Inc.
(d) "Order" means the order of the Enforcement Bureau
adopting this Consent Decree.
(e) "Final Order" means the Order that is no longer subject
to administrative or judicial reconsideration, review,
appeal, or stay.
(f) ``Act'' means the Communications Act of 1934, as
amended, Title 47 of the United States Code.
IV. Agreement
6. Con Edison agrees that the Bureau has jurisdiction over the
matters contained in this Consent Decree and the authority to
enter into and adopt this Consent Decree.
7. The Bureau and Con Edison agree that this Consent Decree
does not constitute an adjudication on the merits or any
finding on the facts or law regarding any violations of the
Act or the Commission's rules committed by Con Edison.
8. Con Edison agrees that it shall make a voluntary
contribution to the United States Treasury in the amount of
$5,000.00 within 10 calendar days after the Bureau releases
the Order adopting this Consent Decree.
9. Con Edison agrees to implement, within 10 calendar days
after the Bureau releases the Order adopting this Consent
Decree, a comprehensive internal program, a summary of which
is attached hereto, to ensure Con Edison's future compliance
with the Act, the Commission's rules, and the Commission's
policies.
10. In express reliance upon the representations contained
herein, the Bureau agrees to terminate its investigation into
the matters discussed in paragraphs 3 and 4, above.
11. The Bureau agrees not to institute any new proceeding,
formal or informal, of any kind against Con Edison for
apparent violations of Section 310(d) of the Act arising from
the matters discussed in paragraphs 3 and 4, above.
12. In the event that Con Edison is found by the Commission or
its delegated authority to have engaged in a violation of
Section 310(d) of the Act subsequent to the release of the
Order adopting this Consent Decree, Con Edison agrees that the
conduct described in paragraphs 3 and 4, above, may be used by
the Commission or its delegated authority to fashion an
appropriate sanction.
13. Con Edison waives any and all rights it may have to seek
administrative or judicial reconsideration, review, appeal or
stay, or to otherwise challenge or contest the validity of
this Consent Decree and the Order adopting this Consent
Decree, provided the Order is limited to adopting the Consent
Decree without change, addition, or modification.
14. Con Edison and the Bureau agree that the effectiveness of
this Consent Decree is expressly contingent upon issuance of
the Order, provided the Order adopts the Consent Decree
without change, addition, or modification.
15. Con Edison and the Bureau agree that in the event that this
Consent Decree is rendered invalid by any court of competent
jurisdiction, it shall become null and void and may not be
used in any manner in any legal proceeding.
16. Con Edison and the Bureau agree that if Con Edison, the
Commission, or the United States on behalf of the Commission,
brings a judicial action to enforce the terms of the Order
adopting this Consent Decree, neither Con Edison nor the
Commission shall contest the validity of the Consent Decree or
Order, and Con Edison and the Commission shall waive any
statutory right to a trial de novo with respect to any matter
upon which the Order is based (provided in each case that the
Order is limited to adopting the Consent Decree without
change, addition, or modification), and shall consent to a
judgment incorporating the terms of this Consent Decree.
17. Con Edison agrees to waive any claims it may otherwise have
under the Equal Access to Justice Act, Title 5 U.S.C. § 504
and 47 C.F. R. § 1.1501 et seq., relating to the matters
discussed in paragraphs 3 and 4, above.
18. Con Edison agrees that any violation of the Order adopting
this Consent Decree shall constitute a separate violation and
subject Con Edison to appropriate administrative sanctions.
19. Con Edison and the Bureau agree to be bound by the terms and
conditions stated herein.
20. Con Edison and the Bureau agree that this Consent Decree may
be signed in counterparts.
ENFORCEMENT BUREAU
FEDERAL COMMUNICATIONS COMMISSION
By: ____________________ __________
David H. Solomon Date
Chief
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
By: ____________________ ___________
John D. McMahon Date
Senior Vice President and
General Counsel
Summary of Section 310(d) Compliance Program
of
Consolidated Edison Company of New York, Inc.
Corporate Compliance Program to Include FCC Regulations
Con Edison's Section 310(d) compliance program is part of a
larger FCC compliance program that involves the following
elements: a compliance manual and a training program, which
include identifying and handling potential transfers covered by
Section 310(d).
Con Edison Compliance Manual
A compliance manual has been developed and will be updated
as necessary. Con Edison's licensing personnel have ready access
to the compliance manual and are to follow the procedures
contained in it. Such personnel are also encouraged to contact
the company's law department with any questions they may have.
Compliance Training Program
Con Edison, in conjunction with its outside
telecommunications counsel, has established an FCC compliance
training program specifically geared to employees who engage in
FCC licensing-related activities. The program includes a
thorough review of FCC transfer of control issues. It is
anticipated that training sessions will be conducted at least
annually to ensure compliance with the Communications Act of
1934, as amended, and the FCC's regulations.
Internal Process
Con Edison has a centralized process for the handling of all
FCC licensed facilities and related FCC applications and matters.
This will help ensure that all FCC rules and regulations are
being adhered to prior to and during any corporate restructuring,
acquisitions or related transactions. Con Edison is sensitive to
the requirements of 47 U.S.C. § 310(d) and will remain open
communications among its personnel in order to prevent any pro
forma or substantive unauthorized assignments and/or transfers of
control.